"Don't Make Me Over" is the fourth episode of season four of Family Guy. The working title of the episode was "Extreme Makeover: Meg Edition". The guest stars are Bob Widmer as the Tin Man, Tara Strong as Meg's singing voice, and Gene Simmons as himself and an anonymous prisoner.

After Meg is turned down by a popular boy named Craig Hoffman (named after the supervising producer for the first three seasons) for a date, she begins to feel sensitive about her appearance, so she looks to her family for support. In an effort to cheer her up, Lois takes Meg to the mall to go clothes-shopping, though that has very little effect. Discovering that Channel 5 reporter Tricia Takanawa is giving away free makeovers, Lois tells Meg that a makeover would boost her confidence. After the makeover, Meg becomes extremely attractive and her popularity surges, but she soon starts acting like a snob.

Meanwhile, The Drunken Clam is suffering due to the aforementioned mall having been built right across the street, so Peter and friends try to fix up the bar (as a parody of Revenge of the Nerds) but only make it worse in the process and also try a Coyote Ugly theme for the bar which proves ineffective. Then, Peter and friends drag out a karaoke machine that Horace had kept in a storage room. When Peter, Cleveland, Quagmire, and Joe team up to sing Journey's song "Don't Stop Believin'", people swarm to the bar. Thrilled with their success, the group starts a band and travel to their first gig at a prison. The band, named "Fat, Horny, Black, and Joe", is about to launch into their opening number when they realize at the very last minute that they do not know any songs, and the prisoners riot as a result. Peter's family, who are attending to support him, hastily take the stage and sing "Buy Me a Rainbow," a schmaltzy 70's-style variety-show number (reminiscent of the musical performances of The Brady Bunch), with Meg (now attractive) as lead singer. They are an enormous hit, and they sign a contract with a record executive, Jimmy Iovine (appears as himself; and was in prison for killing a cat).

Their producer Dr.Diddy states that exploiting Meg's new look to make her a teen sex symbol will make them rich and Peter completely agrees stating "That's the smartest thing I've ever heard anyone say about anything". The rest of the family is subsequently ignored, especially Brian, who keeps barking at the producer, who is African-American. Meg's newfound stardom goes to her head, causing resentment among the other family members; nevertheless, they travel to New York to perform on Saturday Night Live. Meg is immediately seduced by Jimmy Fallon and loses her virginity to him; she fails to realize that the entire encounter is being aired on live television as part of the "Live from New York, it's Saturday Night!" portion of the show (even as Fallon keeps glancing at the camera and chuckling) until it is too late. During the monologue, Peter attacks and beats up Fallon.

The Griffins return home, where Meg reverts to her old look and things are back to normal. It is then revealed that the last scene is the final sketch on an episode of Saturday Night Live and Peter thanks the audience for watching. When Showtime at the Apollo starts, the TV screen goes blank. Brian turns to the audience and claims that he only turned off the show because he always goes to sleep at 1:00 a.m., and not because the show has African-American entertainers on it. Brian then angrily barks at the audience.

This episode was the most-watched program on the night it originally aired, beating a rerun of Desperate Housewives on ABC. John Eggerton commented about the episode's viewership number that the episode had "language and sexual references...that rival anything on Wisteria Lane and that would make Popeye blush".[1] This episode had a viewership of 7.23 million.[2]L. Brent Bozell III used this episode as an example of how he dislikes the show.[3]